| A1	Chicago Guitar – Keith Richards
 Guitar, Bass – Larry Taylor
 2:15
 A2	Raised Right Men
 Bass – Flea
 Guitar – Larry Taylor
 Organ [Vox] – Augie Meyers
 3:24
 A3	Talking At The Same Time
 Bass – James Whiton
 Keyboards – Patrick Warren
 Percussion – Gino Robair
 Piano – Augie Meyers
 Trumpet – Chris Grady
 4:13
 A4	Get Lost
 Guitar – Larry Taylor
 Keyboards – Patrick Warren
 2:42
 A5	Face To The Highway
 Bass – James Whiton
 Percussion – Gino Robair
 Violin – Dawn Harms
 3:42
 A6	Pay Me
 Accordion – Augie Meyers
 Bass – James Whiton
 Guitar – Will Bernard
 Vibraphone – Gino Robair
 Violin – David Hidalgo
 3:14
 A7	Back In The Crowd
 Bass – James Whiton
 2:49
 B1	Bad As Me	3:10
 B2	Kiss Me
 Bass – Marcus Shelby
 3:41
 B3	Satisfied
 Bass – Les Claypool
 Guitar – Keith Richards
 Keyboards – Patrick Warren
 Percussion – Gino Robair
 4:05
 B4	Last Leaf
 Bass – James Whiton
 Vocals, Guitar – Keith Richards
 2:55
 B5	Hell Broke Luce
 Bass – Flea
 Guitar – Keith Richards
 Trumpet – Chris Grady
 3:57
 B6	New Year's Eve
 Accordion, Bass, Backing Vocals – David Hidalgo
 Bass – Zack Sumner
 Keyboards – Patrick Warren
 Trumpet – Chris Grady
 4:26
 
 Recorded At – Rabbit Foot Studio
 Drums – Casey Waits
 Guitar – David Hidalgo (tracks: A3 to A7, B6), Marc Ribot (tracks: A1 to B1, B3 to B6)
 Harmonica – Charlie Musselwhite (tracks: A1, A2, B1, B3, B5)
 Producer [Coordinator] – Julianne Deery
 Saxophone – Clint Maedgen (tracks: A1, A3, A4, B1, B3, B5, B6)
 Trombone, Bass Clarinet, Tuba – Ben Jaffe (tracks: A1, A3, A4, B5, B6)
 Vocals, Banjo, Piano, Guitar, Percussion, Tabla, Organ – Tom Waits
 Written-By, Producer – Kathleen Brennan, Tom Waits
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